THE CHARTER OF Iranian American Bar Association OF GREATER WASHINGTON DC

Article I Name

1. This Chapter shall be called the Iranian American Bar Association (hereinafter “IABA”) of Greater Washington, DC (collectively hereinafter “IABA-DC”).

Article II Mission and Purpose

1. The IABA-DC is organized for charitable and educational purposes, and its duties shall include providing a forum for any natural person who is interested in promoting the social, economic, professional and educational advancement of the Iranian-American community or the community at large. IABA-DC strives to cooperate and engage in dialogue with other Iranian American organizations in order to advance and support the interests of the Iranian American community at large.

Article III Membership

1. Membership in the IABA-DC shall be open to all IABA members. Members of the IABA-DC must conform to the membership provisions specified in National Bylaws of the Iranian American Bar Association, namely the IABA Constitution Article VI.

Article IV Directors and Officers

1. One IABA-DC National Board Representative (“DC Chapter Representative”) shall be elected by the members pursuant to the provisions specified in IABA National Bylaws, including without limitation the IABA Constitution Article IX, § 9.2.

2. The IABA-DC President (the “President”), elected DC Chapter Representative serving on the National Board of IABA (the “DC Chapter Representative”) and five (5) non-National Directors (“Chapter Directors”), including a law student serving as a Student Director of the Board (the “Student Director”) shall be elected by a plurality of the votes cast by all IABA-DC members at an annual IABA-DC Chapter general meeting (“General Meeting”) convened by the President within 14 calendar days of the annual meeting of the IABA.

3. The President, elected DC Chapter Representative and five (5) Chapter Directors shall constitute the seven (7) members of the IABA-DC Board of Directors (the “Board of Directors”) with full voting privileges to conduct business and take action on behalf of the IABA-DC.

4. Any DC member elected at large to the National Board (the “At-Large National Director”) shall be invited to participate in all meetings and discussions of the Board of Directors with the right to cast his or her vote on behalf of any absent member of Board of Directors in a meeting or discussion.

5. The terms of all members of the Board of Directors shall commence and terminate at the same time as the term of the National Director.

6. The officers (“Officers”) of IABA-DC, including its Treasurer and Secretary, shall be individuals nominated by the President as deemed necessary and confirmed by a supermajority vote of the Board of Directors, which shall require no less than four (4) confirmation votes. When nominating a Chapter Officer, the President shall provide a clear and succinct description of the functions and responsibilities of such officers to the Board of Directors.

7. Upon confirmation of an Officer, all IABA-DC members will be notified of the position.

8. An Officer may resign from his/her office at any time by giving notice thereof in writing to the President. Resignation of an Officer will be effective immediately unless otherwise stated in the notice of resignation.

Article V Duties of Officers

1. The IABA-DC President is the principal officer and is responsible for leading the IABA-DC and managing its activities in accordance with the policies, procedures of the IABA-DC Bylaws. The President shall chair the meetings of the IABA-DC Board of Directors.

2. The DC Chapter Representative shall represent the interests of IABA-DC and act as a liaison between the IABA-DC and the National Board of Directors. The DC Chapter Representative shall preside at meetings in the absence of the President, assist the President in the management of IABA-DC, and perform other duties as may be assigned by the President from time to time.

3. In addition, the President, or his or her delegatees, shall be responsible for the following duties and responsibilities:

a. Keeping of meeting minutes;

b. Maintaining IABA-DC records;

c. Conduct communications with the IABA National Board of Directors on behalf of the IABA-DC in coordination with the DC Chapter Representative;

d. Submitting of any proposed amendment of these Bylaws to the IABA-DC Board of Directors.

4. The President may delegate any responsibilities to other duly created IABA-DC Board Member(s).

5. Pursuant to the reasonable discretion of the President, the Treasurer shall have the following responsibilities:

a. Maintaining the Chapter’s financial records; and,

b. Preparing the Chapter’s Annual Financial Report.

Article VI Temporary Committees

1. With the advice and consent of the simple majority of the IABA-DC Board of Directors, the IABA-DC President may appoint such temporary committees as appropriate.

2. Temporary Committees must consist of at least one member of the IABA-DC Board of Directors. Any IABA-DC member may sit on a temporary committee.

Article VII Meetings

1. In addition to a General Meeting, as defined hereinabove, additional meetings for conducting the IABA-DC Chapter’s regular business may be reasonably designated and scheduled by the President. A meeting shall constitute an Official Meeting (“Official Meeting”) if such meeting shall abide by Section 4 of this Article VII. Four (4) members of the Board of Directors must be present for quorum in the Official Meeting. The President shall endeavor to provide one week’s notice of any Meeting to members of the IABA-DC Board of Directors and the At-Large National Director.

2. In order to promote free expression of differing point of views, the Meetings may be open to all IABA-DC members at the reasonable discretion of the IABA-DC Board of Directors.

3. If open, notice of all IABA-DC Board of Directors meeting shall be submitted to all members seven working days in advance thereof.

4. The President shall take reasonable efforts to convene at least one meeting where a quorum of the IABA-DC Board of Directors is present within each period of two months (“Official Meeting”).

Article VIII Amendment and Voting Procedures

1. Unless otherwise set forth herein, a quorum shall be required to carry forward any action or motion pursuant to these Bylaws.

2. Unless otherwise set forth herein, any actions or motions pursuant to these Bylaws may be carried forward by a simple majority vote of the Board of Directors.

3. Notwithstanding the foregoing, these Bylaws themselves may be amended solely by the affirmative vote of a super majority of the IABA-DC Board of Directors, which shall require no less than five (5) confirmation votes.

4. Pursuant to Article VII hereof, no meeting shall be deemed an Official Meeting without the presence of a quorum of the Board of Directors.

5. As used herein, a quorum shall require a majority of the IABA-DC Board of Directors to be present in person, telephonically, or via written communications, including through electronic mail. A quorum vote may be obtained, via the foregoing means, for approval, or not, of a motion, and the tally of the requisite votes shall be recorded in the a meeting’s minutes. When appropriate, IABA-DC the Board of Directors may conduct a vote by any reasonable, recordable means of communication available to the Board.

Article IX Removal of Directors

1. DC Chapter Representative(s) to the National Board may be removed only in accordance with the IABA National Bylaws (IABA Constitution Article VII, § 7.5).

2. Any non-National Board Representative(s) may be removed by the IABA-DC members only at a meeting called for the purpose of removing such DC Chapter Representative, and the notice of such meeting shall affirmatively state that a purpose of the meeting shall constitute the removal of such DC Chapter Representative. If a non-National Board Representative(s) on the IABA-DC Board of Directors shall miss more than three consecutive meetings, or a total of four meetings, without good reason, the remaining IABA-DC Board of Directors may remove such Director by supermajority vote, as specified herein.

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